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B A G Films & Media Ltd

BSE Code : 532507 | NSE Symbol : BAGFILMS | ISIN:INE116D01028| SECTOR : Entertainment |

NSE BSE
 
SMC up arrow

3.20

0.15 (4.92%) Volume 280564

26-Nov-2021 EOD

Prev. Close

3.05

Open Price

3.15

Bid Price (QTY)

3.20(20015)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 3.20 - 3.10

52 wk High/Low 4.30 - 1.90

Key Stats

MARKET CAP (RS CR) 65.51
P/E 0
BOOK VALUE (RS) 13.2374468
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK 0.250048219268386
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 100
4

News & Announcements

15-Nov-2021

B A G Films & Media Ltd - B.A.G Films and Media Limited - Copy of Newspaper Publication

13-Nov-2021

B A G Films & Media reports standalone net loss of Rs 0.78 crore in the September 2021 quarter

13-Nov-2021

B A G Films & Media reports consolidated net loss of Rs 0.39 crore in the September 2021 quarter

02-Nov-2021

BAG Films & Media to announce Quarterly Result

02-Nov-2021

BAG Films & Media to announce Quarterly Result

02-Sep-2021

BAG Films & Media to convene AGM

20-Aug-2021

BAG Films & Media announces board meeting date

04-Aug-2021

BAG Films & Media announces board meeting date

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
3rd Rock Multimedia Ltd 532066 3RDROCK
52 Weeks Entertainment Ltd 531925
Aastha Broadcasting Network Ltd 503673
AMGF Intercorp Ltd 40267
Asian Films Production & Distribution Ltd 532047
Baba Arts Ltd 532380
Balaji Telefilms Ltd 532382 BALAJITELE
BGIL Films & Technologies Ltd 511664
BMB Music & Magnetics Ltd 531420
Bodhi Tree Multimedia Ltd 535366 BTML
Broadcast Initiatives Ltd 532816 BROADCAST
CDI International Ltd 526141 COMPACDISC
Channel Nine Entertainment Ltd 535142
Cineline India Ltd 532807 CINELINE
Cinemax India Ltd(Merged) 534711 CINEMAXIN
Cinerad Communications Ltd 530457
Cinevista Ltd 532324 CINEVISTA
City Pulse Multiplex Ltd 542727
Colorchips New Media Ltd 540023
Creative Eye Ltd 532392 CREATIVEYE
Credence Sound & Vision Ltd 526741
Crest Animation Studios Ltd 526785 CRESTANI
Cyber Media (India) Ltd 532640 CYBERMEDIA
D B Corp Ltd 533151 DBCORP
Deccan Chronicle Holdings Ltd 532608 DCHL
Den Networks Ltd 533137 DEN
Digicontent Ltd 542685 DGCONTENT
Diksat Transworld Ltd 540151
Diligent Media Corporation Ltd 540789 DNAMEDIA
Dish TV India Ltd 532839 DISHTV
Divine Entertainment Ltd 531907
Divine Multimedia (India) Ltd 523810
DQ Entertainment International Ltd 533176 DQE
DSJ Keep Learning Ltd 526677 DALALSTCOM
Eduexel Infotainment Ltd 526483
Entertainment Network (India) Ltd 532700 ENIL
Eros International Media Ltd 533261 EROSMEDIA
ETC Networks Ltd (Merged) 506156 ETCNETWORK
ETC Networks Ltd(merged) 532615 ETCNET
Fame India Ltd(Merged) 532631 FAME
Fast Track Entertainment Ltd 532084
Filmcity Media Ltd 531486
G V Films Ltd 523277
Galaxy Cloud Kitchens Ltd 506186
Ganesh Films India Ltd 541703
Giriraj Entertainment Ltd 532037
Global Films & Broadcasting Ltd 531660
Goldfish Entertainment Ltd 531251
Gradiente Infotainment Ltd 590126
GTPL Hathway Ltd 540602 GTPL
H T Media Ltd 532662 HTMEDIA
Hathway Bhawani Cabletel & Datacom Ltd 509073
Hathway Cable & Datacom Ltd 533162 HATHWAY
Hindustan Media Ventures Ltd 533217 HMVL
Inhouse Productions Ltd 526610
Inox Leisure Ltd 532706 INOXLEISUR
Jagran Prakashan Ltd 532705 JAGRAN
Jain Studios Ltd 532033 JAINSTUDIO
Jump Networks Ltd 531337 JUMPNET
Khyati Multimedia Entertainment Ltd 531692
Koffee Break Pictures Ltd 531602
Kohinoor Broadcasting Corporation Ltd 531366
Kome-on Communication Ltd 539910
KSS Ltd 532081 KSERASERA
Landmarc Leisure Corporation Ltd 532275
Lila Worldwide Ltd 531894 VATSMUSC
Madhya Pradesh Today Media Ltd 535009 MPTODAY
Media Matrix Worldwide Ltd 512267 MMWL
Mediaone Global Entertainment Ltd 503685
Midvalley Entertainment Ltd 533310
Moving Picture Company (I) Ltd 590011
Mukta Arts Ltd 532357 MUKTAARTS
Music Broadcast Ltd 540366 RADIOCITY
Net Pix Shorts Digital Media Ltd 543247
New Delhi Television Ltd 532529 NDTV
Next Mediaworks Ltd 532416 NEXTMEDIA
Nextgen Animation Mediaa Ltd 532999
Nine Media & Information Services Ltd 531150
NxtDigital Ltd 500189 NXTDIGITAL
Odyssey Video Communications Ltd 517465
Orient Tradelink Ltd 531512
Ortel Communications Ltd 539015 ORTEL
P. B. Films Ltd 539352
Padmalaya Telefilms Ltd 532350 PADMALAYAT
Panorama Studios International Ltd 539469
Pentamedia Graphics Ltd 500329 PENTSFWARE
Picturehouse Media Ltd 532355
Pooja Entertainment & Films Ltd 532011
Prime Focus Ltd 532748 PFOCUS
Pritish Nandy Communications Ltd 532387 PNC
Purple Entertainment Ltd 540159
PVR Ltd 532689 PVR
Pyramid Saimira Theatre Ltd(Merged) 532791 PSTL
Radaan Mediaworks (I) Ltd 590070 RADAAN
Radan Multimedia Ltd 523451
Raj Television Network Ltd 532826 RAJTV
Reliance Broadcast Network Ltd 533143 RBN
Reliance MediaWorks Ltd 532399 RELMEDIA
SAB Events & Governance Now Media Ltd 540081 SABEVENTS
Sadhna Broadcast Ltd 540821
Sagar Productions Ltd 532092
Sahara One Media and Entertainment Ltd 503691
Sai Television Ltd 521321 SAITELE
Sambhaav Media Ltd 511630 SAMBHAAV
Saregama India Ltd 532163 SAREGAMA
SDC Techmedia Ltd 535647
Sea TV Network Ltd 533268
Shalimar Productions Ltd 512499
Shemaroo Entertainment Ltd 538685 SHEMAROO
Shree Ashtavinayak Cine Vision Ltd 532793 SHREEASHTA
Sibar Media & Entertainment Ltd 532353
Silly Monks Entertainment Ltd 535043 SILLYMONKS
Siti Networks Ltd 532795 SITINET
Sowbhagya Media Ltd 532025
Spicy Entertainment & Media Ltd 540084
Sri Adhikari Brothers Television Network Ltd 530943 SABTN
Srishti Video Corp Ltd 517366 SRISHTIVID
SRS Ltd 533569 SRSLTD
Sun TV Network Ltd 532733 SUNTV
T.V. Today Network Ltd 532515 TVTODAY
Television Eighteen India Ltd (Merged) 532299 TV-18
Thinkink Picturez Ltd 539310
Tips Industries Ltd 532375 TIPSINDLTD
Trilogic Digital Media Ltd 531712
TV Vision Ltd 540083 TVVISION
TV18 Broadcast Ltd 532800 TV18BRDCST
UFO Moviez India Ltd 539141 UFO
Unistar Multimedia Ltd 532035
Universal Arts Ltd 532378
Universal Media Network Ltd 531790
UTV Software Communications Ltd 532619 UTVSOF
V R Films & Studios Ltd 542654
Veronica Production Ltd 531695
Via Media India Ltd 526759
Vision Cinemas Ltd 526441
Vision Corporation Ltd 531668
Zee Entertainment Enterprises Ltd 505537 ZEEL
Zee Media Corporation Ltd 532794 ZEEMEDIA

Share Holding

Category No. of shares Percentage
Total Foreign 1438599 0.73
Total Institutions 0 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 20163985 10.19
Total Promoters 92748182 46.86
Total Public & others 83570924 42.22
Total 197918090 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About B A G Films & Media Ltd

Incorporated in 1993,BAG Films and media Ltd is an integrated media and entertainment company.The company focuses on TV and film production, media education, new media and convergence. It also primarily operates in television and radio broadcasting business. The company produces approximately 40 programmes including news, chat shows, current affairs, entertainment, soaps, audience-based shows and infotainment.

B A G Films & Media Ltd Chairman Speech

B A G Films & Media Ltd Company History

Incorporated in 1993,BAG Films and media Ltd is an integrated media and entertainment company.The company focuses on TV and film production, media education, new media and convergence. It also primarily operates in television and radio broadcasting business. The company produces approximately 40 programmes including news, chat shows, current affairs, entertainment, soaps, audience-based shows and infotainment.

B A G Films & Media Ltd Directors Reports

To,

The Members,

B.A.G. Films and Media Limited

Your Directors have pleasure in presenting their 27th Annual Report on business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (‘the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations') the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (Ind AS) for the Financial Year 2019-20. The Standalone and Consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rupees in Lakhs)

Particulars

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Income 3343.31 2564.00 12278.08 14685.86
Profit before Depreciation & Financial Charges 997.82 1383.08 1187.39 3121.90
Financial Charges 371.09 444.79 1231.06 1315.51
EBIDTA 997.82 1383.08 1187.39 3121.90
Depreciation 573.32 849.53 1058.51 1313.04
Profit before Tax 53.42 88.76 (1102.18) 493.35
Provision for Tax 11.53 (45.62) (34.81) (3.77)
Profit after Tax 41.89 134.38 (1067.37) 497.12
Proposed Dividend Nil Nil Nil Nil

2. COMPANY PERFORMANCE/ STATE OF COMPANY'S AFFAIRS

During the year under review, the Standalone total income from operations of the company was Rs. 3343.31 Lakhs against Rs. 2,564.00 Lakhs during the previous financial year. As per the Consolidated Accounts, the total income decreased from Rs. 14,685.86 Lakhs to Rs. 12,278.08 Lakhs during the year. There was Standalone EBITDA of Rs. 997.82 Lakhs as against Rs. 1383.08 Lakhs in previous year. Stanalone revenues registered significant growth as the Company produced content for OTT players and also provided support in content distribution to its associates. The Company pitched content production for various OTT platforms including MX Player.

Our diverse presence not only allows us to manage the content creation but also enable us to cross-platform marketing.

Going forward, we will continue to deploy our resources in opportunities that have the most favorable risk return profile.

B.A.G. Films and Media Limited (hereinafter referred to as BAG) holds the unique distinction of producing programmes of all genres. Our Television business continue to perform well. We are proactive with our content pipeline and endeavour to hit new genres before the market evolves.

We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. We will continue to focus on creating more high impact content for the daily shows as they are more economical and profitable.

Our in house expertise along with strong partnerships in the content creation, aggregation and distribution system enables us to create and deliver engaging content at a comparative cost. This helps BAG to expand its strength and presence across media verticals.

3. EMERGENCE OF COVID-19

Towards the end of the financial year, the World Health Organization (WHO) declared Covid-19 a global pandemic and the outbreak, which infected millions, has resulted in the death of significant number of people globally. Covid-19 is seen having an unprecedented impact on people and economies worldwide.

In the last month of financial year 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activities. At BAG, the focus immediately shifted to ensuring the health and well-being of its employees, and on minimizing disruption to services for all our viewers globally. The Government's decision to put the country into complete lockdown during the latter phase of the fourth quarter had a major impact on the Company.

The COVID - 19 pandemic has changed the social lives of people across regions and economic sections. The lockdowns and restriction on movement of people has not only led to an increased demand for content but has also changed the content consumption pattern. While traditional and outdoor mediums of distribution of content, such as cinema theaters, continue to be unavailable; the home consumption medium, such as television channels and OTT platforms have gained more popularity and viewership. However, despite the risein viewership, monetisation and revenues are highly impacted, considering reduction in ad-spends by other industries owing to the global recession.

The Company is taking all necessary measures in terms of mitigating the impact of the challenges being faced in the business. The Company is working towards being resilient inorder to sail through the current situation. It is focused on controlling the fixed costs, maintaining liquidity and closely monitoring the supply chain to ensure that the content and distribution business facilities operate smoothly.

The Company operates its business in conformity with the highest ethical and moral standards and employee centricity. In view of the outbreak of the pandemic, the Company undertook timely and essential measures to ensure the safety and well-being of its employees.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2020.

5. DIVIDEND

The Directors are of the view that resources of the Company need to be conserved for its future growth plans and hence do not recommend any dividend for the financial year 2019-20.

6. GENERAL RESERVE

The Company has not transferred any amount to General Reserve for the financial year ended March 31, 2020.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of Act, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund (I EPF) established by the Central Government. During the year under review, the Company has no unclaimed and/ or unpaid dividend amount for a period of seven years or more.

8. DIRECTORS

As on March 31, 2020, the Company has four Directors comprising of two Independent Directors, a NonExecutive Director and a Chairperson cum Managing Director (CMD).

Besides, Ms. Anuradha Prasad Shukla, as the Chairperson and Managing Director, the Board of Directors (herein after referred as “the Board”) of the Company has one women Independent Director, viz. Ms. Urmila Gupta.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fee and/or reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Ms. Anuradha Mishra, resigned from the Board as an Independent Director with effect from 01.04.2019.

Mr. Anil Kapoor and Mr. Arshit Anand was appointed as an Additional Director of the Company with effect from 01.04.2020.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2020 are: Ms. Anuradha Prasad Shukla, Chairperson cum Managing Director, Mr. Ajay Jain, Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the Company.

The Board of the Company at their meeting held on August 7, 2019 re-appointed Ms. Anuradha Prasad Shukla as Chairperson and Managing Director with the approval of Shareholders at 26th Annual General

Meeting held on 25.09.2019, for a further period of 5 (five) years, with effect from April 1, 2020.

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Ms. Anuradha Prasad Shukla, retires by rotation and being eligible, offers herself for reappointment. A resolution seeking shareholders' approval for her re-appointment forms part of the Notice.

Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as specified in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, digitalisation, corporate law, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in thedata bank of Independent Directors maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.

9. BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI Listing Regulations, the Board in consultation with the

Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive/Independent Directors of the Company. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail.

Schedule IV of the Act read with corporate governance requirements as prescribed by under the SEBI Listing Regulations mandate that annual performance evaluation of Independent Directors should be carried out by other directors to the exclusion of Directors being evaluated.

The evaluation of the Board as a whole, its Committees and individual directors was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in the Annual Report. The Board approved the evaluation process results of the Company.

10. NUMBER OF MEETINGS OF THE BOARD

During the year under review, the Board of Directors of your Company met five times.The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Report.

Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board. The terms of reference of Board Committees are determined by the Board from time to time.

In compliance with the requirements of the Act and the SEBI Listing Regulations, the Board had constituted various Board Committees including:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. ESOP Compensation Committee

5. Nomination and Remuneration Committee

6. Securities Committee

The details of scope, constitution and terms of reference, membership, composition and number of meeting held during the year under review along with attendance of the committee membersare provided in Corporate Governance Report section which forms part of this Report.

11. RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance system established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controlswere adequate and effective during financial year 2019-20.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability confirm that: -

a) in the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2020 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts of the Company on a ‘going concern' basis.

e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31, 2020 out of which one is Wholly Owned Foreign Subsidiary. There is no associate company within the meaning of Section 2(6) of the Act.

There is no changes in number of subsidiares of the Company either by acquisition or otherwise during the year under review.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms includes Tata Sky, Dish TV, DD Dish and Airtel Digital. In the age of social media, News24 has been able to maintain its credibility.

News24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

E24 Glamour Limited

E24, a 24 hours Bollywood Entertainment channel operating through its subsidiary E24 Glamour Limited, pitched as Bollywood's news channel, managed to attract audience of all age groups and succeeded in creating a new genre in television entertainment.

E24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

Deep rooted connection of people from India - subcontinent to their homeland provides E24 immense potential to expand its reach accross India and abroad. E24 is available throughout Hindi speaking market (HSM) on cable and on DTH platforms such as Airtel & Tata Sky.

Skyline Radio Network Limited

FM radio stations, on frequency 106.4 in the name of “Dhamaal24 - Har Khushi hai Jahan” operating through its subsidiary Skyline Radio Network Limited is now the voice of the regions and many of its shows are household names in all ten cities where it is operational i.e.Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of the Company. The Company like previous year has not carried out any business during the year.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations as amended from time to time. The Policy as approved by the Board has been uploaded on the Company's website at the weblink http://bagnetwork24.in/pdf/Policy for Detarmining Material Subsidiaries.pdf.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and itssubsidiaries, prepared in accordance with Indian AccountingStandards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS'), form part of the Annual Report and are reflected in the Consolidated Financial Statements ofthe Company. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company's website www.bagnetwork24.in.

Pursuant to provisions of section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries in Form AOC- 1 is attached to the financial statements of the Company which forms an integral part of this Annual Report.

13. EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92 and 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT- 9 is attached as Annexure I. The extract of the Annual

Return of the Company can also be accessed on the website of the Company at www.bagnetwork24.in.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy efficient equipment's. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipments with more energy-efficient equipments.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to Technology Absorption do not apply to the Company. The Company's research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

15. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2019-20, your Company's foreign exchange earning was Rs. 22,682,201.00 and foreign exchange outgoings was Rs. 5,868,328.00.

16. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators/Courts/ Tribunals impacting the going concern status and Company's operations in future.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures

The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act and the SEBI Listing Regulations are given in the notes to the Financial Statements which forming integral part of this Annual Report.

19. RISK MANAGEMENT POLICY

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Company's success as an organisation largely depends upon on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business.

An abridged policy on risk management has been placed on the company's website at the web link http:// bagnetwork24.in/pdf/Whistle Blower Policy.pdf.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

20. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 as amended.

During the year under review, your Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment to Corporate Social Responsibility initiatives though mandatory contribution is not yet applicable on the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

22. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration in compliance with provisions of section 178 of the Act and Regulation 19 of the SEBI Listing Regulations as amended from time to time.

The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company's Policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act, is available on our company's website at www.bagnetwork24.in and annexed in Annexure II forming integral part of the Board's Report.

23. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions that were entered by the Company during the financial year under review, were on arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The Policy on Related Party Transactions as approved by the Board of Directors, In line with the requirements of the Act and the SEBI Listing Regulations, has been uploaded on the Company's website www. bagnetwork24.in. None of the directors has any

pecuniary relationship or transactions with the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and related parties. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at arm's Length basis.

The particulars of related party's transactions referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC -2 in Annexure III forming part of the Board's Report.

24. VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees of the Company in conformation with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee.

The details of the Whistle Blower Policy are posted on the website of the Company at www.bagnetwork24.in.

25. AUDITORS AND AUDITORS' REPORT

(i) Statutory Auditors

M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting of the shareholder held on September 26, 2017, for a term of five consecutive years on remuneration mutually agreed upon by the Board of Directors and Statutory Auditors. The Company has received certificate of eligiblity from M/s Kumar Khare & Co., in accordance with the provisions the Act read with rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under the SEBI Listing Regulations.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018.

Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

(ii) Qualification in Auditors reports

The Report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report for the financial year 2019-20.

(iii) Internal Auditors

M/s Joy Mukherjee & Associates, Chartered Accountants were appointed by the Board of Directors as Internal Auditor to assist the Internal Audit with the audit process for the Company.

(iv) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No. 3222) to undertake the Secretarial Audit of the Company for the financial year 2019-20.

Pursuant to the provision of section 204 and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2020 is annexed as Annexure IV and forms an integral part of this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation orcomments from the Board under Section 134(3) of the Act.

A Secretarial Compliance Report for the Financial year ended March 31, 2020 on compliance of all applicable SEBI Listing Regulations and circulars / guidances issued there under was obtained from M/s Balika Sharma & Associates and submitted to the stock exchanges. Secretarial Compliance Report for the Financial Year ended March 31, 2020 is annexed as Annexure V and forms as internal part of this report.

(v) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

26. LISTING

The equity shares of the Company are listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

27. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from company's Statutory Auditors certify on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms an integral part of this Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is provided in separate section and forms an integral part of this Annual Report.

29. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) modified from time to time applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company's website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to regulate, monitor, report trading by designated persons to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The said Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The said policy was updated and adopted by the Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Besides, the Company has also formulated Code of Practice and Procedures for fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are applicable to Directors/officers/connected person/designated employee of the Company and their immediate relatives. The full text of the Code is available on the website of Company under “Code of Conduct & Policies” and can be accessed at Company's website www.bagnetwork24.in.

30. SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2020 was Rs. 550,000,000/- divided into 275,000,000 Equity Shares of Rs. 2/- each.

The paid up Equity Share Capital as on March 31, 2020 was Rs. 395,836,180/-(including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity shares of Rs. 2/- each. During the year under review, the Company has not issued any shares and the Company has not issued shares with differential voting rights.

31. PARTICULARS OF EMPLOYEES

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as part of this Board'sreport.

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection on company website at www.bagnetwork24.in upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

32. POLICY ON PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder. The Company has also constituted an Internal Complaint Committee (ICC) to redress complaints received regarding sexual harassment. With the objective of providing a safeworking environment, all employees (permanent, contractual, temporary, trainees) are covered under this policy. The said policy is available on the website of the Company at www. bagnetwork24.in.

The Company has also constituted ICCs for all of its locations, to inquire into complaints related to sexual harassment and recommend appropriate action. No complaint has been registered with the Company during the year under review.

33. MATERIAL EVENTS, CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

No material events, changes, commitments have occurred between the end of Financial Year 2019-20 and the date of this Report which have effect over the financial position of the company.

34. ADDITIONAL INFORMATION

The consolidated financial statements of the Company form part of this Annual Report. The Audited Annual Accounts and related information of the Company's subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company's registered office in Delhi, India. The subsidiary companies' documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

35. ACKNOWLEDGEMENTS

The Directors hereby acknowledge the dedication of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, Government authorities, business partners, shareholders and other stakeholders without whom the overall performance would not have been possible.

For and on behalf of the Board of Directors
B.A.G. Films and Media Limited
Anuradha Prasad Shukla
Chairperson and Managing Director
DIN:00010716
Place: Noida
Date: June 29, 2020

   

B A G Films & Media Ltd Company Background

Anurradha PrasadAnurradha Prasad
Incorporation Year1993
Registered Office352 Aggarwal Plaza,Plot No 8 Kondli
New Delhi,New Delhi-110096
Telephone91-120-391 1444,Managing Director
Fax91-120-391 1401
Company SecretaryRajeev Parashar
AuditorKumar Khare & Co
Face Value2
Market Lot1
ListingBSE,NSE,
RegistrarAlankit Assignments Ltd
Alankit Heights ,1E/13 Jhandewalan Ex, ,New Delhi-110055

B A G Films & Media Ltd Company Management

Director NameDirector DesignationYear
Anurradha Prasad Chairperson & M D 2019
Sudhir Shukla Director 2019
Urmila Gupta Independent Director 2019
Pankaj Chaturvedi Independent Director 2019
Anil Kapoor Additional Director 2019
Arshit Anand Additional Director 2019

B A G Films & Media Ltd Listing Information

B A G Films & Media Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Income From ServicesNA00016.67649
Other Operating IncomeNA0008.71937

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